HomeMy WebLinkAbout04050 - TIBURON POLICE COMPUTER SYS MO6284 Tiburon
Computer Assist. Public Safety
System
AGREEMENT #4050
M06284, 12-16-98
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
COMPUTER ASSISTED PUBLIC SAFETY SYSTEM
THIS ONTRACT ERVICES AGREEMENT (herein "Agreement"), is made and entere
into this day o T n°i y,1 by ands between "he- OF'P lV1 SF a municipal
corporation, (herein "City") and Tiburon, Inc., a Virginia Corporation (herein "Contractor"). (The
term Contractor includes professionals performing in a consulting capacity.) The parties hereto
agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
industry leader work and services and Contractor is experienced in performing the work and
services contemplated herein and, in light of such status and experience, Contractor covenants that
it shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be: of good quality, fit for the purpose intended. For purposes
of this Agreement, the phrase "highest professional standards" shall mean those standards of
practice recognized by one or more industry leader firms performing similar work under similar
circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the terms
of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Pe nits, Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees, assessments and iAxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants
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that Contractor (a) has thoroughly investigated and considered the scope of services to be
performed, (b) has carefully considered how the services should be performed, and (c) fully
understands the facilities, difficulties and restrictions attending performance of the services under
this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has
or will investigate the site and is or will be fully acquainted with the conditions there existing, prior
to commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions, which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages, to persons or property, until acceptance of the work
by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties agree
to act in good faith to execute all instruments, prepare all documents and take all actions as may be
reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii)
the time to perform this Agreement, which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000, whichever is less; or in the time to perform of up to one hundred eighty (180) days may be
approved by the Contract Officer. Any greater increases, taken either separately or cumulatively
must be approved by the City Council. It is expressly understood by Contractor that the provisions
of this Section shall not apply to services specifically set forth in the Scope of Services or
reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the
services to be provided pursuant to the Scope of Services may be more costly or time consuming
than Contractor anticipates and that Contractor shall not be entitled to additional compensation
therefor.
1.9 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B"
shall govem.
2.0 COMPENSATION
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2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Seven Hundred Three Thousand One Hundred Ninety Six and 00/100
($703,196) (herein "Contract Sum"), except as provided in Section 1.8. The method of
compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance
with the percentage of completion of the services, (iii) payment for time and materials based upon
the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract
Sum or (iv) such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction
costs, telephone expense, transportation expense approved by the Contract Officer in advance, and
no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall
include the attendance of Contractor at all project meetings reasonably deemed necessary by the
City; Contractor shall not be entitled to any additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first (1st) working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of the
invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon
which are approved by City pursuant to this Agreement no later than the last working day of the
month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of :Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto as
Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding two hundred ten (180) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the fault or
negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy,
unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the
City, if the Contractor shall within ten (10) days of the commencement of such delay notify the
Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts
and the extent of delay, and extend the time for performing the services for the period of the
enforced delay when and if in the judgment of the Contract Officer such delay is justified. The
Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.
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In no event shall Contractor be entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, Contractor's sole remedy being extension of the
Agreement pursuant to this Section.
3.3.1 Delays by the City
If the City is unable to provide services and/or facilities as defined in the Statement of Work, and/or
fulfill the City's responsibilities, and/or causes delays to the project beyond Contractor's control,
then Contractor shall notify the City in writing and the City shall take prompt action to resolve the
problem.
If the City is unable to resolve such problems in sufficient time to avoid delays to the project and
prevent Contractor from incurring additional costs, then Contractor shall have the right to modify
the Price and Payment Schedule, as set forth in this subsection 3.3.1 Contractor shall not exercise
this right unreasonably.
The City shall be liable only for actual and necessary time and costs incurred by Contractor relating
to delays referenced above. Such costs may include, but not be limited to, non-refundable plane
tickets, necessary travel and living expenses for staff on site at time of delay, equipment
rescheduling or storage charges, additional equipment maintenance charges, shipping fees, costs of
any necessary services should Contractor be required to repeat any service provided prior to the
delay (e.g. re-training or re-testing), and the cost of Contractor's services necessary to upgrade the
operating, application, and hardware systems in such case as Contractor offers a new release during
the delay.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule
of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
Darrell Bcrtness
39350 Civic Center Drive, Suite 280
Fremont, Ca. 94538
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced
nor may their responsibilities be substantially reduced by Contractor without the express written
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approval of City.
4.2 Contract Officer. The Contract Officer shall be James Runge, or such
other person as may be designated by the City Manager of the City. It shall be the Contractor's
responsibility to assure that the Contract Officer is kept informed of the progress of the performance
of the services and the Contractor shall refer any decisions which must be made by City to the
Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall
mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
written approval of the City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder
without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local
Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting
for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the
Contractor shall submit evidence to the City that such good faith efforts have been made or that no
Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced
by placing advertisements inviting proposals or by sending requests for proposals to selected Local
Subcontractors. The City may consider Contractor's efforts in determining whether it will consent
to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies
of all contracts and subcontracts hereunder for the period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth herein. City shall have no voice
in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its agents
or employees are agents or employees of City. City shall not in any way or for any purpose become
or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a
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member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis. If the Contract Sum is
$25,000.00 or less, the policy of insurance shall be written in an amount not less than either (i) a
combined single limit of $500,000.00 or (ii) bodily injury limits of $250,000.00 per person,
$500,000.00 per occurrence and $500,000.00 products and completed operations and property
damage limits of $100,000.00 per occurrence and $100,000.00 in the aggregate. If the Contract
Sum is greater than $25,000.00 but less than or equal to $100,000.00, the policy of insurance shall
be in an amount not less than either (i) a combined single limit of$1,000,000.00 for bodily injury,
death and property damage or(ii) bodily injury limits of$500,000.00 per person, $1,000,000.00 per
occurrence and $1,000,000.00 products and completed operations and property damage limits of
$500,000.00 per occurrence and $500,000.00 in the aggregate. If the Contract Sum is greater than
$100,000.00, the policy of insurance slaall be in an amount not less than $1,000,000.00 combined
single limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of California
and which shall indemnify, insure and provide legal defense for both the Contractor and the City
against any loss, claim or damage arising from any injuries or occupational diseases occurring to
any worker employed by or any persons retained by the Contractor in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $250,000.00 per person and $500,000.00 per occurrence and property
damage liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or (ii)
combined single limit liability of $500,000.00. Said policy shall include coverage for owned,
non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including
professional liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its
officers, employees and agents as additional insureds. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. All of said policies of insurance shall provide that said insurance may not
be amended or cancelled without providing thirty (30) days prior written notice by registered mail
to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to
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the Contract Officer. No work or services under this Agreement shall commence until the
Contractor has provided the City with Certificates of Insurance or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by the City.
All certificates shall name die City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL,
THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN. J
[to be initialled]
Agent Initials
The Contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of any
person or persons for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section
4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same policies of insurance that the Contractor is required to maintain
pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from, any
and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance of the work,
operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided
for herein, or arising from the negligent, acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, whether or not there is concurrent passive or active negligence on the
part of the City, its officers, agents or employees but excluding such claims or liabilities arising
from the sole negligence or willful misconduct of the City, its officers, agents or employees, who
are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys'fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
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connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection 'with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attomeys'fees.
(d) In no event shall Contractor be liable for any loss or damage arising from or
related to (1) the accuracy or completeness of City's data: or (II) the operation, delay or failure of
programs, software, or equipment provided by Contractor.
5.3 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to City a perfonmance bond in the sum of the amount of this Agreement, in
the form provided by the City Clerk, which secures the faithful performance of this Agreement,
unless such requirement is waived by the Contract Officer. The bond shall contain the original
notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and
current copy of his power of attorney. The bond shall be unconditional and remain in force during
the entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the
Federal Register, and only if they are of a financial category Class VII or better, unless such
requirements are waived by the Director of Administrative Services or designee of the City
("Director of Administrative Services") due to unique circumstances. In the event the Director of
Administra-tive Services determines that the work or services to be performed under this
Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the
minimum limits of the insurance policies and the performance bond required by this Section 5 may
be changed accordingly upon receipt of written notice from the Director of Administrative Services;
provided that the Contractor shall have the right to appeal a determination of increased coverage by
the Director of Administrative Services to the City Council of City within ten (10) days of receipt of
notice from the Director of Administrative Services.
6.0 RECORDS AND REPORTS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned
about the cost of work and services to be performed pursuant to this Agreement. For this reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
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events that may or will materially increase or decrease the cost of the work or services contemplated
herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event
and the estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all times during normal business hours
of City, including the right to inspect, copy, audit and make records and transcripts from such
records. Such records shall be maintained for a period of three (3) years following completion of
the services hereunder, and the City shall have access to such records in the event any audit is
required.
6.3 Ownership of]Documents. All drawings, reports and records prepared by
Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be
the property of City and shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, and Contractor shall have no claim for further employment or
additional compensation as a result of the exercise by City of its full rights of ownership of the
drawings, reports and records hereunder. Any use of such completed drawings, reports and records
for other projects and/or use of uncompleted drawings, reports and records without specific written
authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and
the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain
copies of such drawings, reports and records for its own use. Contractor shall have an unrestricted
right to use the concepts embodied therein. All subcontractors shall provide for assignment to City
of any drawings, reports and records prepared by them, and in the event Contractor fails to secure
such assignment, Contractor shall indemnify City for all damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
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completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant
to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for any
losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be
liable to third parties, by reason of Contractor's acts or omissions in performing or failing to
perform Contractor's obligation under this Agreement. In the event that any claim is made by a
third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall
exist which shall appear to be the basis for a claim of lien, City may withhold from any payment
due, without liability for interest because of such withholding, an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect
the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided
herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either 'party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall
pay to pursuant to the terms of Section 13.b of the Agreement for Extended Services executed by
the parties herein concurrently herewith.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
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termination of this Agreement except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days' written notice to Contractor, except that where termination is
due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this
Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of
the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the
Contractor shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non-terminating party with the opportunity to cure pursuant
to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure
of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, at the City's sole option, terminate this Agreement, if such failure is not
remedied by the Contractor within thirty (30) days of written notice to the Contractor of such
failure.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action, taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees
shall be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State stal.ute or regulation. The Contractor warrants that it has not
627/014084-0008/3225425.1 .02/02/99
-11-
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid, industry leader mail, in the case of the
City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS,
P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at
the address designated on the execution page of this Agreement. Either party may change its
address by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of construction which might
otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any
and all previous negotiations, arrangements, agreements and understandings, if any, between the
parties, and none shall be used to interpret this Agreement. This Agreement may be amended at
any time by the mutual consent of the parties by an instrument in writing.
9.4 Severabilitv. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Comorate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering
625/014084-0008/3225425.1 .02/02/99
-12-
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
the date first written above.
CITY OF PALM SPRINGS,
a M76kcipal corporation
\y c�
By. Ct-.'-C
City Manager
ATTEST:
q
City Clerk
,APVyP,()VFP [34 7'HEC171`C0P'JI.grp
APPROVED AS TO FORM:
City�.A4ttorney
CONTRACTOR:
TIBURON, C., a C i rnia corporation
J
By:
A__,-
Craig&. Nelson
Vice President,Business Development
[EINID OF SIGNATURES]
627/014084-0008/3225425.1 .02/02/99
-14-
EXHIBIT "A"
SCOPE OF SERVICES
1. GENERAL SERVICES OVERVIEW.
Contractor shall provide, install and assure the proper operation of its Computer Assisted
Public Safety ("CAPS") system, consisting of Contractor's Computer Aided Dispatch Direct
Delivery Product ("CAD/DDP") system and Records Management System Direct Delivery Product
("RMS/DDP") at the City. The CAPS system shall be a highly functional and integrated dispatch
and records automation system which combines the strengths of Contractor's premier CAD/DDP
and RMS/DDP products. Contractor represents that the combined premier CAD/DDP and
RMS/DDP products are a tightly integrated solution to the Palm Springs Police Department
("PSPD"), geared towards total automation of the modern public safety organization at PSPD. The
CAPS system supports the full range of public safety automation needs of PSPD, including:
• Allowing the CAD/DDP user to query all applicable records databases, including incidents,
locations, vehicles, personnel and property.
• Providing dispatch users with seamless access to records management, message switch
related systems.
• Providing for the automated transfer of incident information from dispatch to the records
system.
• Providing a common geographic, file to support the address validation requirements of both
CAD and RMS processing.
Contractor shall provide City with a five-point Extended Support Program ("ESP") to assist City
personnel with the successful operation of the CAPS system, including the CAD/DDP and
RMS/DDP systems, pursuant to a separate agreement executed by Contractor and City concurrently
herewith ("ESP Maintenance Agreement;'
2. CAPS SYSTEM OVERVIEW.
2.1 CAD/DDP Capabilities. Whether implemented within the CAPS environment
with RMS/DDP or as a stand-alone dispatch system, Contractor's CAD/DDP is a
proven, effective solution to the challenges facing today's emergency
communications environment.
The key capabilities of CAD/DDP as proposed for City are as follows:
• Open System Architecture
• Client-Server Environment
EXHIBIT "A"
627/014064-0006?3226425.1 aOT6VONTRACT SERVICES AGREEMENT
• Windows NT Workstations
• Graphical User Interface
• Flexible Display Configuration
• Function Key&Command Line Processing
• E-911Interface
• Geographic Processing
• Dynamic Unit Recommendation
• Unit/Incident Status Monitoring
• Distributed Status Backup
CAD/DDP, with its Microsoft Windows/NT client workstation, is designed to
allow user operation via the use of a mouse, keyboard, and/or function keys.
Working with CAD/DDP's graphical user interface (GUI), users can interact with
the system by clicking on screen data and buttons that allow them to select units
for dispatch, change the status of units and perform queries. "Drag-and-drop"
facilities can be used to move units to and between incidents.
These functions can also be performed via keyboard command or function key
with the final choice left to the individual user. Transaction names, GUI buttons,
function keys and significant portions of the screen layout and display sequence
can be tailored to provide the best function based upon local use of the system
CAD/DDP uses the many advantages of the GUI environment to simplify the task
of call entry, while retaining the highest level of functionality. Via a dynamic pop-
up window, the call taker can simply scroll through all valid incident types to
select the most appropriate code. The selected incident code is then automatically
moved into the incident type field on the screen and the cursor moves to the next
field for further input.
2.2 RMS/DDP Capabilities. Contractor's RMS/DDP system is the most functionally
rich and flexible law enforcement records management system available today.
The system records all key operational information and includes tools for analysis
and management functions. An integrated, modular solution, RMS/DDP offers a
variety of features and facilities:
• Incident Tracking
• Master Name System
• Master Location System
• Warrant Tracking
• Property/Evidence Management
• Criminal Records
• Juvenile Records
• Traffic Records
• Investigative Case Management
• UCR/1BR Statistics
• Crime Analysis
• Special Flags
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627/014084-0008/3225425.1 .02/02/99
• Gang Activity
• Personnel Training
• Officer Activity
• Bicycle Registration
• General Inquiries
Contractor's RMS/DDI' product is built upon an open system, client server-based
architecture, providing a foundation which allows City to also implement the
Contractor's RMS GUI workstation and an Oracle Relational Database
Management System.
2.3 State Interface. As part of this plan, Contractor shall deliver its integrated
State/NCIC/NLETS interface. This system will provide users with a single
interface to the CL.ETS system, using Contractor's latest external interface
facilities. Using a set of standard (Contractor-supplied) and unique (client-
developed) screen formats, authorized dispatch and records users will have access
to:
• State of California Criminal History Records
• State DMV Records
• NCIC/CLETS
2.4 Requisite hardware/System Software
Based upon Contractor's assessment of PSPD's processing requirements,
Contractor's CAPS system is being proposed with two HP/UX servers, configured
with the following features:
2.4.1 CAD/DDP&State Interface Server
• HP CAD Server Model D230 256 Mb Memory
• 8 Gb Internal SCSI Disks in Mirrored
• 12 Gb SCSI Disks in Auto RAID Disk Array
• 4mm DAT Tape Drive
• 10/100 Mbps Ethernet NIC
• Console
• HP-LTX Operating System
• C Compiler
• Cobol Compiler
2.4.2 RMS/DDP Server
• HP RMS Service Model D270/1
• 256 Mb Memory
• 27 Gb SCSI Disks
• 4mm DAT Tape Drive
• 10/100 Mbps Ethernet NIC
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627/014084-0008/3225425.1 a02/02/99
• Console
• HP-UX Operating System
• C Compiler
Cobol Compiler
A complete list of the hardware and system software proposed for the PSPD is
listed in Appendix A.
3. PROPOSED SERVICES
To ensure the smooth and timely transition to Contractor's Computer Assisted Public Safety system,
Contractor will provide the following services as part of the product delivery process:
• Hardware Integration- Contractor will assume responsibility for the sizing, configuration,
ordering, delivery, staging and setup for the CAD server, CAD Network, RMS server, and
dispatch workstations. City, through this Agreement, is purchasing the CAPS system and
optional products and software consistent with Contractor's recommendations. Pursuant to
such recommendations by Contractor, City, in entering into this Agreement, relies on
Contractor's representation that the CAPS system and optional products and services
purchased by City herein are defined in this document as the needs of PSPD's hardware and
network components. Subject to such reliance by the City, City will retain responsibility for
its hardware and network components, not provided to City under this Agreement. All
Contractor-supplied hardware will be staged in Contractor's Staging Center before delivery
to the City site.
System Installation - Contractor will install all Contractor provided application software
on the CAD and RMS servers and will configure the software distribution server.
Contractor will provide training on the proper use of the software distribution server,
enabling City to assume responsibility for the distribution of all software to the client
workstations.
• General File/Table Build - Contractor will define a set of test and production files and will
provide a base set of code tables. Contractor will also provide training on the proper use of
the Contractor tools for code table generation. Contractor will convert all code table entries.
• Geographic File Conversion - Contractor's proposal includes the conversion of the
existing CAD geographic file to a Contractor TGF file format and the upload of that file for
use in the proposed CAPS system.
Data Conversion - Contractor will provide a standard conversion program and populate the
RMS/DDP database with the converted data. Data fields requested beyond the standard
conversion provided will be an additional cost. Contractor understands the PSSI data has
been converted but not validated by the Desert Information Management System
("DIMES"). Upon validation Contractor will include this data in the conversion.
• Interfaces - As part of the installation process, Contractor will establish an interface to the
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627/019089-0008/3225425.1 a02/02/99
Palm Springs E-911 system and to the CLETS/NCIC system.
• Technical User Training - Contractor will provide 40 hours of onsite CAD/DDP User
Training, 40 hours of onsite RMS/DDP User Training, and 24 hours of onsite System
Administration Training.
• Functional Walk-Through - As part of the user training program, Contractor will provide
a functional walk-through with City personnel to validate and test the functionality of the
newly installed CAPS system. Tiburon shall assure that the CAPS system is completely
functional prior to such walk-through.
• Go-Live Support - Contractor will provide up to two days of on-site support for each
system, i.e., two days for CAD/DDP and two days for RMS/DDP, at the point each system
is placed into a production status.
Maintenance Support - Immediately following cutover/acceptance of the system,
Contractor will provide ongoing support through the TASS Help Desk. TASS support is
available 24 hours per day, 7 days per week for CAD/DDP and 11 hours per day, five days
per week for RMS/DDP.
A complete description of Contractor's ESP Maintenance Program shall be subject to the terms of
the ESP Maintenance Agreement.
Contractor's proposal is based upon a plan to deliver the above services as set forth in the Schedule
of Performance at Exhibit "D".
Contractor shall provide additional services upon request from the City and at an additional fee to
the City, pursuant to Contractor's price schedule attached hereto as Appendix D.
4. CAPS SYSTEM AND EPS MAINTENANCE PROGRAM COSTS. The following are
the costs for the CAD and RMS server configurations, described at Section 2 above of this
Exhibit "A", and EPS Maintenance Program as described at Section 3 above in this Exhibit
"A" and as further provided under the EPS Maintenance Agreement.
Product Service Price Annual Maintenance
• CAD Server $ 18,700 $ 6,545
• Multi jurisdictional $ 7,480
• Multi-agency(Police/Fire) $ 8,440
• Implementation Services $ 52,000
• Hardware $ 32,608
• Software Distribution Server $ 7,500 $ 2,625
• Training Services $ 7,000
Subtotal $133,728 $ 9,170
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625/014084-0008/3225425.1 a02/02/99
Product/Service Price Annual Maintenance
• RMS Server $49,300 $12,325
• Multi jurisdiction $ 7,480
• Implementation Services $ 52,000
• Hardware $44,062
• Training Services $ 7,000
Subtotal $159,842 $12,325
Subtotal $293,570
5. CITY-ADDED OPTIONS. Contractor shall further provide the following products and
services to the City. The prices for the products listed below do not include sales tax.
5.1 Dispatch Workstation. In addition to the CAD and RMS server configurations,
Contractor is proposing four personal computers for use as dispatch workstations.
These dispatch workstations are configured as follows:
• Dell Optiplex Gb 20OMHz Pentium
• 32Mb Memory
• 4.3Gb EIDE HDD
• 1.44Mb FDD
• Intellimouse
• Sound Card&Speakers
• 10/10OMbps Ethernet NIC
• CD-ROM
• Windows NT
• Colorgraphics Dual Display Card
• 19" Color Displays (1280 x 1024)
Product Service Price Annual Maintenance
• Dispatch Workstation Software $ 9,600 $840
• Implementation Services $ 1,300
• Hardware $14,096
Option Total $24,996 $840
5.2 CAD Activity Reporting System- CARS. CAD/DDP provides a range of standard
on-line inquiries and reports. To supplement these on-line functions, Contractor
offers a comprehensive ad hoc report generation facility, and PC-based CAD
Activity Reporting System (CARS). CARS provides an ability to use an ODBC-
compliant relational database and 4th-generation report facilities for ad hoc report
generation. Using CARS, the user can create a variety of predefined ad hoe
inquiries and reports for single and multiple agencies being dispatched through
CAD.
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627/014094-0008/3225425.1 .02/02/99
0
Unit and event information can be transferred to a dedicated Pentium PC processor
and stored in an ODBC-compliant Oracle Relational Database Management
System. This information will then be available for report generation using a
variety of relational facilities. This information can also be imported into OLE-
compatible products such as Microsoft Excel. With this option, Contractor is
providing licenses fees and workstation hardware to support one (1) CAD user.
This pricing includes the workstation hardware, Oracle Relational Data Base, and
Crystal Report which is necessary for the functioning of this option. The price for
this option is summarized as follows:
Product Service Price Annual Maintenance
• Software License Fees $ 8,400 $ 2,940
• Implementation Services $26,000
• Oracle $ 1,400
• Crystal Reports ( 1 user license) $ 495
Hardware $ 6,936 $ 832
Dell or equivalent server
333MHz Pentium II
128Mb RAM
512K Burst Cache
3 x 4.5Gb SCSI Hard Drives
RAID disk controller
12X CD-ROM
3.5" Diskette Drive
10/100 Ethernet adapter
Keyboard&Mouse
Tape backup
WindowsNT Server 4.0
15" Monitor $ 389 $ 47
Option Total $43,620 $3,819
Contractor represents that the products purchased by City under this Agreement,
including workstation hardware, Oracle Relational Data Base and Crystal Reports
are sufficient for this option to function successfully.
5.3 RMS GUI Workstation Software. Contractor's RMS/DDP system supports the
simultaneous use of both standard ASCII text-based terminals, and GLJI-based
client workstations. Contractors RMS GLTI Workstation provides the user with a
graphical user interface (GUI) based upon Microsoft Windows technology. This
workstation represents the latest in technology, making the user's job easier, as
well as more efficient. The RMS GLJI Workstation operates in either a Microsoft
Windows95 or NT environment depending on City's preference.
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625/014084-0008/3225425.1 .02/02/99
The workstation is organized around the various functions of a police or fire
department, allowing the user to intuitively navigate throughout the system by
clicking on a tab within the various applications. For example, within the Incident
System, the workstation presents the user with the components, via tabs, such as
Face Sheet,Property, Persons, Vehicles, etc. The RMS GUI Workstation provides
user help in each data field which the user can access via a click of a mouse or a
standard windows function key (FI). The system has been designed to allow both
keyboard, as well as mouse driven navigation.
Contractor's client software is a WIN32 compliant application, which will operate
on any IBM compatible PC, which is capable of supporting the Windows 95/NT
operating systems. While the client software will operate on a wide variety of
existing IBM compatible PCs, Contractor's current recommendation for the RMS
workstation configuration, which Tiburon is providing to City under this
Agreement, is as follows:
• Pentium 133NMz or greater
• 16Mb Memory
• 1GB EIDE HDD
• 1.44Mb FDD
• 10/100 Mb/sec Ethernet Card (Token Ring, FDDI, and ATM LANs are
also supported)
• 17" Color Displays
• Ethernet Adapter
• Keyboard and Mouse
• Microsoft Windows/95
With this option, Contractor is providing pricing of license fees to support up to 32
RMS GUI Workstations.
Product Service Price Annual Maintenance
• GUI Workstation Software $ 12,640 $ 3,160
• Implementation Services $ 1,300
• Training $ 2,000
Option Total $ 15,940 $ 3,160
The GUI workstation option requires a minimum quantity of twenty (20)
workstations. Contractors pricing for City assumes 100% of the total RMS/DDP
Users indicated on the migration worksheet.
5.4 Oracle RDBMS
The RMS/DDP product is installed with Contractor's Relational Data System. As
an option, Contractor is proposing Oracle's Relational Data Base for use with the
RMS/DDP product. With this option, Contractor is providing license fees to
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627/014084-0008/3225425.1 a02/02/99
support sixteen (16) concurrent RMS users. In addition, RMS/DDP provides the
capability to generate ad hoc report with standard PC tools such as Crystal Reports.
This approach provides quick, easy-to-use access to the information required by law
enforcement personnel. This option requires the purchase of Oracle's Relational
Data Base. The price for this option is summarized as follows:
Product Service Price Annual Maintenance
• RMS/DDP RDBMS Oracle Server $12,500 $2,000
• Implementation Services $19,500
• Oracle Concurrent User License $22,500 $ 3,584
• Crystal Reports (quantity 1) $ 495
Total $54,995 $ 5,584
*includes 2 days of training
Contractor's pricing assumes 50% of City's Workstation represents concurrent user
number.
5.5 Mobile Computing Solution (MCS). The Mobile Computing Solution (MDC)
combines the Automated Field Reporting (AIR) and Mobile Data Computing (Mako)
abilities.
5.5.1 Automated Field Reporting. Contractor's field reporting system supports the
collection of data from a variety of input sources, including automated dictation
systems, transcription units, and field officers with laptops.
Using AFR/DDP, the report writing effort is simplified, report quality is enhanced,
and the information is quickly made available to those who need it. In addition, the
same user interface is used whether the report is entered on a workstation in the
station, or a laptop in the field. The report is stored and maintained on the
AFR/RCS (Report Control Server).
Once entered into AFR/DDP, reports are disseminated automatically throughout the
system for approval, supplementation or correction. Once approved, the report is
loaded into the appropriate areas of RMS (e.g., incident, persons, vehicle and
property).
This approach maintains a common look and feel throughout the system, increasing
user satisfaction and reducing training required. In addition, information is quickly
and accurately made available throughout the department. With this option,
Contractor is providing license fees to support for thirty (30)laptop users.
5.5.2 MAKO - Mobile Data Computing. The Tiburon MAKO Mobile Data
Computer (MDC) product extends graphical workstation capabilities to a wireless
environment. It is designed to work in conjunction with, and is a logical extension
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627/014084-0008/3225425.1 a02/02/99
of, Tiburon Message Switch, Field Reporting, Dispatch, and Records products. In
addition to wireless operations, Mako may be also be configured as a graphical
desktop workstation operating on a client LAN.
Mako operates as a series of Windows NT applications categorized as
communications, user interface and/or utility. The Tiburon Unix transaction
processor,Tiger/tp, and Message Switch provide host services to Mako.
Mako utilizes private and public radio frequency communications in a mobile laptop
environment to receive dispatch information, send status changes, run remote
inquiries and, in some environments, transfer case reports to a server. The major
features of Mako are:
• Digital dispatching
• Digital reporting of status activity
• Storage of inbound and outbound messages
• Forms caching
• Local, state and national data base inquiries
• CAD information requests
• Report transfer for field reporting
City will provide laptop computers or PC workstation terminals to support the users,
according to Contractor's specifications.
Product Service Price Annual Maintenance
• Workstation Software License Fees $ 52,000 $ 15,411
• Mobile Computing Sever
License Fee $ 32,000 $ 11,200
• Implementation Services $ 68,060
HARDWARE-RCS Server $ 16,980 $ 2,038
Dell or equivalent PH-266
Dual 200MHz Pentium Pro
512Mb RAM
512K Burst Cache
9 Gb RAID disk
12X CD-ROM
Sound capability
3.5" Diskette Drive
10/1 00 Ethernet adapter
4/8 Gb DAT tape drive
Keyboard&Mouse
WindowsNT Server
15" Monitor $ 398 $ 47
Option Total $169,438 $28,696
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627/014084-0008/3225425.1 a02/02/99
This fee represents pricing for software for seventy (70) workstations for automated
reporting and and forty (40) licenses with mobile data computing and automated
reporting capabilities, creating the mobile computing solution.
5.6 Jail Booking Module. The current Tiburon BP Phoenix Division RMS contract
provided through the Desert Information Management System (DWIES) group to
the PSPD specifies tailored jail booking sheets and reports.
If it is determined that the RMS/DDP jail booking capabilities do not meet the needs
of the PSPD further discussion and contract negotiation on this option will be
necessary.
At this time, it is not known if an interface option is feasible or available.
5.7 False Alarm Billing Module
Product Service Price Annual Maintenance
License Fees $ 1,600 $560
• Implementation Services $13,000
Option Total $14 600 $560
This price does not include the City's specific policy guideline customization for this
option.
5.8 Refresher Training. 2 Weeks of on Site Refresher Training on the entire CAPS
system to all users of the CAPS system at PSPD, including Travel and Living
expenses.
Product Service Price Annual Maintenance
Services $12,376 $N/A
Travel and Living Expenses $ 2,300 $N/A
Option Total $14,676 $N/A
627/014084-0008/3225425.1 a02/02/99 -25
EX 11131T "C"
SCHEDULE OF COMPENSATION
Product Service Price Annual Maintenance
CAD BASELINE $133,728 $ 9,170
Multi-agency(Police/Fire)
Multi-jurisdiction
CAD Network NIC
RMS BASELINE $159,842 $ 12,325
Multi jurisdictional
Subtotal $293,570 $ 21,495
OPTIONS:
DISPATCH WORKSTATIONS $ 24,996 $ 840
CAD ACTIVITY REPORTING
SYSTEM(CARS) $ 43,620 $ 3,819
Hardware is included
RMS GUI WORKSTATIONS $ 15,940 $ 3,160
ORACLE $ 54,995 $ 5,584
Crystal Reports
MOBILE COMPUTING SOLUTION $169,438 $ 28,696
Automated Field Reporting*
Mobile Data Computing
*This includes the RCS hardware and Software
FALSE ALARM BILLING MODULE $ 14,600 $ 560
REFRESHER TRAINING $ 14,676
TOTAL: $631,835 64,154
Sales Tax 7.75% $ 13,472
Sales Tax is based on Hardware Cost
and License Fees
License Credits* ($ 69,600)
Performance Bond $ 10,311
TOTAL COST Ol
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627/014084-0008/3225425.1 a02/02/99
Please note the following:
• This credit is based on the DIMES contract paid in full with the DIMES group transferring the
licenses to the City of Palm Springs.
By this signature, City representative accepts the proposal to Contractor's CAD/DDP and
RMS/DDP baseline product. Select options by initialing on line after option.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
The prices assume that all the City of Palm Springs supplied
services and facilities will be provided according to an agreed
to schedule which ensures that Tiburon is able to supply all
services within a period of one hundred twenty 120) days from the
written notice to proceed for CAD/DDP, RMS/DDP, CARS, Automated
Field Reporting and False Alarm Billing Module.
Mobile Data Computing (Mako) and Refresher Training will be
supplied within a period of one hundred eighty (180) days from
the written notice to proceed.
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627/014084-0008/3225425.1 .02/02/99
PRICING ASSUMPTIONS:
The prices stated above are based upon the following assumptions:
• Contractor shall install baseline CAPS product line. Based upon Contractor's
assessment of City's requirements, no additional software or hardware is required,
other than that provided under this Agreement, for the CAPS system to perform
pursuant to the specifications in this Exhibit "A" and the System Specification
Document. Should additional software modules be required for the successful
operation of the CAPS system at PSPD pursuant to the specifications in this Exhibit
"A" and the System Specification Document, Contractor, at its sole cost and
expense, shall provide City with such additional software modules as required for
the successful operation of the CAPS system at PSPD.
• The prices were developed based upon Contractor's best understanding of City's
dispatch and records automation requirements. Should requirements exist which are
outside the scope of the specifications of this Exhibit "A" and the System
Specifications Document, they may be purchased by the City at an additional cost,
pursuant to Contractor's price schedule attached hereto as Appendix D.
Maintenance support and the associated fees referenced above commence upon the
cutover/acceptance of the CAPS system.
• The prices assume that Contractor shall provide the services herein pursuant to the
Schedule of Performance set forth at Exhibit "C".
• The prices do not include the conversion of the existing CAD history files, nor do
they include the conversion of the CAD and RMS code tables for use with the
proposed systems.
• Contractor is submitting this proposal in accordance with Contractor's Software
License Agreement.
The prices are based upon the following payment schedule which allows Contractor to
invoice City upon completion of specific project milestones:
Hardware/OEM 100% Upon manufacturer delivery to Contractor or the City,
whichever occurs first.
Software/Services 25% Upon execution of contract documents.
20% Upon successful installation of CAD at Client Site.
25% Upon successful installation of RMS at Client Site.
5% Upon successful installation of MCS at Client Site.
5% Upon successful installation of CARS at Client Site.
10% Upon completion of CAD and RMS training at Client Site
5% Upon Contractor certification of Ready for Production.
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629/019084-0008/3225925 1 a02/02/99
10% Upon City Acceptance.
City Acceptance of the products and services of Contractor under this Agreement
shall occur when the entire CAPS system has been in use for 30 days and
functionally operates per this Exhibit "A" and the System Specification Document.
Prior to the expiration of the acceptance period the City will develop a punch list to
be addressed under the Contractor maintenance program.
• The price for these Services does not include provisions for system tailoring or
customization. Should system modifications be required, they are available as an
option at a price in addition to those stated above.
• The price for these Services assumes that City will retain responsibility for the
installation of all client workstation-based software, terminals, printers and for all
network installation and configuration activities, pursuant to training and instruction
provided by Contractor.
• The prices stated above assumes that City will provide and install all cabling, with
proper terminations, from the terminal, workstation and/or printer locations to the
computer room. City will provide and install Catagory Five (5) Cable, which
Contractor represents is fully usable and adaptable to the CAPS system.
• The Services price assumes that all data entry support and supervisory personnel for
file/table, building will be provided by City, as set forth at Section 4.2 of the
Agreement.
• The prices stated above assume that City will provide a project manager who will be
the primary point of contact for all communications with Contractor pursuant to
Section 4.2 of the Agreement.
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APPENDIX A - HARDWARE COSTS
Unit Extende Client Unit Extended
d
List List Discoun Client Price Client
Qty Description Price Price t Price
1 HP CAD Server Model D230, 256Mb $38,595 $38,595 15 $32,608 $32,608
Memory, 12Gb SCSI Disks in Mirrored
Array, 4mm DAT Tape Drive,
10/100Mbps Ethernet NIC, Console,
HP-UX Operating System, C Compiler,
Cobol Compiler
1 HP RMS Server Model D270/1, 256Mb $51,837 $51,837 15 $44,062 $44,062
Memory, 27Gb SCSI Disks. 4mm DAT
Tape Drive, 10/100Mbps Ethernet NIC,
Console, HP-UX Operating System, C
Compiler, Cobol Compiler
4 Dual Display CAD Workstations $3,524 $14,096 0 $3,524 $14,096
2 Ethernet 10/100Mbps Hubs $1,145 $2,290 0 $1,145 $2,290
$106,818 $93,056
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APPENDIX B - ESP Maintenance Program
TIBURON, INC.
AGREEMENT FOR EXTENDED SERVICE
This Agreement entered into this _ day of by the City of
Palm Springs hereinafter called "CLIENT' and Tiburon, Inc., having its office at 40 Gold
Street, 2"d Floor, San Francisco, CA 94133, hereinafter called "TIBURON."
W itnesseth
WHEREAS, CLIENT has determined that it requires the categories of application
software maintenance on the software systems which have been provided to CLIENT
by TIBURON under a separate agreement and which are identified in Appendix C
attached hereto and which are referred to hereinafter collectively as the "Program," and
WHEREAS, CLIENT therefore requires the provision of professional and technical
services and materials as specified in this Agreement, and
WHEREAS, TIBURON is qualified to provide the services and materials required by
CLIENT as specified in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
CLIENT and TIBURON agree as follows:
1. Period of Performance
The term under which TIBURON shall be obligated to perform under this
Agreement shall be for the time period specified in Appendix C and shall
continue for this time period or until this Agreement has otherwise been
terminated as provided for herein.
2. Statement of Work
With respect to the Program, TIBURON shall perform the following maintenance
services:
a) TIBURON shall retain a copy of the Program source code.
b) If during the term of this Agreement, (1) CLIENT discovers defects in the
Program such that the Program will not perform in accordance with the
specifications as previously accepted by CLIENT; (2) CLIENT notifies
TIBURON of such defects in writing; and (3) such defects are
reproducible, then TIBURON shall provide timely corrections of such
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627/019084-0008/3225925 1 a02/02/99
defects.
c) If problems arise concerning the Program, TIBURON shall provide
telephone assistance and support via remote dial-in.
If remote support is available, but an on-site visit is required to correct the
defect, TIBURON will travel to the site at no additional charge if the
problem lies solely with TIBURON application software. If CLIENT is
unable to provide remote dial-in and an on-site visit is necessary to correct
the problem, Tiburon will bill for travel and per diem costs.
If the problem is Caused solely by the CLIENT caused, the CLIENT is
responsible for all reasonable fees and expenses and will be billed at
TIBURON's current service rate in addition to all travel costs, as itemized
in a bill provided by Tiburon to the Client.
d) TIBURON shall provide CLIENT with a minimum of quarterly status
reports to include a summary of site activity and client requests.
e) TIBURON shall provide a toll-free telephone service for routine
operational and technical assistance.
..................................................................
f) Technical and operational service shall be available during
TIBURON's normal support hours of 6:30 a.m. to 5:30 p.m. Western
Standard Time (excluding weekends and TIBURON holidays) and at
additional times according to the terms defined in the Schedule of
Services and Charges which is attached as Exhibit B and incorporated
herein by reference.
TIBURON shall provide software upgrades and enhancements as per the
schedule and charges stated in Appendix C . Any installation and special
tailoring required shall be charged at the Technical Service Rate as identified in
Appendix C. All such software provided by TIBURON shall be covered by the
terms of this Agreement.
If CLIENT has source code on site, and corrections for reported problems or
defects are due substantially to CLIENT's errors or CLIENT's changes to the
system environment, or relate to CLIENT-modified portions of the Program or to
portions of the Program affected by CLIENT-provided software, or if diagnosis of
problems reported erroneously shall be performed by TIBURON, CLIENT will be
charged at the Technical Service Rate, plus applicable travel and per diem
expenses.
Client Responsibilities
CLIENT agrees to provide those services and facilities defined below which are
necessary for the provision of services by TIBURON under this Agreement.
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627/014084-0008/3225425.1 .02/02/99
CLIENT and TIBURON agree that the scope and schedule of services to be
provided by TIBURON under this Agreement depend upon the timely fulfillment
of CLIENT responsibilities.
a) CLIENT shall assign a coordinator to ensure that CLIENT's duties set
forth in this Agreement are met, to coordinate appropriate schedules in
connection with TIBURON's services hereunder, and to provide other
coordination activities which are necessary for TIBURON to perform its
services hereunder. CLIENT shall maintain performance logs
documenting trouble calls and availability of on-line systems according to
procedures provided by TIBURON.
b) CLIENT shall assign individuals who are familiar with the Program and
able to provide on-site technical assistance as required by TIBURON to
assist TIBURON in performing its services hereunder. CLIENT personnel
will screen operational assistance calls and handle operational problems
where appropriate.
c) If CLIENT has source code on site, any changes or modifications to
TIBURON's application software or to the application software operating
environment by CLIENT without TIBURON's written authorization is an
unauthorized change and is in violation of the Software License
Agreement. In the event CLIENT is deemed to be in violation of the terms
and conditions of this Agreement, Tiburon reserves the right to terminate
this Agreement and pursue any and all legal remedies. CLIENT may be
subject to penalties, fines and associated legal fees if found to be in
violation of the Software License Agreement.
d) CLIENT shall ensure that appropriate maintenance activities are carried
out on a regularly scheduled basis in accordance with site documentation.
This includes but is not limited to backing up the data base and journal
logs, purging out of date records and running reports and performing
diagnostics as requested by TIBURON.
e) CLIENT shall provide dial-in access to CLIENT's computer, making it
accessible by TIBURON for remote service. CLIENT is responsible for
the provision of all local equipment (dial-up modems, telephone
termination, communications port, etc.) required to support access by
TIBURON. If CLIENT has source code on site, CLIENT shall also compile
programs and run appropriate tests following each remote access as
requested by TIBURON. In the event that CLIENT does not comply with
these provisions, Technical Service charges as specified in Appendix C
shall apply.
f) CLIENT shall meet with TIBURON as may be reasonably required to
discuss operational issues and the status of the Program and provide
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627/014004-0008/3225425.1 a02/02/99
• i
timely responses to issues related to maintenance and Program
performance raised in writing by TIBURON.
g) CLIENT shall update and maintain the input data as may be required for
satisfactory Program operation, and be responsible for the accuracy of
CLIENT-provided data.
h) If the CLIENT has the source code, CLIENT shall provide TIBURON with
a complete copy of the production source code in a format compatible
with TIBURON's support environment so that TIBURON has ready access
to the code for maintenance work. Complete replacement copies shall be
made available on a timely basis upon request by TIBURON.
If the CLIENT has the source code, CLIENT shall be responsible for
storing a complete copy of the production source code off site as an
emergency back up.
4. Payment
CLIENT shall make payments to TIBURON based on invoices submitted.
Schedules and amounts of invoices shall be determined in accordance with
Appendix C.
5. Independent Contractor
Each party hereto, in performance of this Agreement, will be acting in its own
capacity. The employees or agents of one party shall not be deemed or
construed to be the employees or agents of the other party for any purpose
whatsoever. TIBURON will be responsible for payment of payroll taxes,
unemployment insurance, and similar obligations with respect to its own
employees, and no deductions shall be made from payments due under this
Agreement for that or any other related reason.
6. License
With respect to each change, correction, or enhancement to Program furnished
to CLIENT under this Agreement, TIBURON grants to CLIENT a perpetual, non-
exclusive, non-assignable, non-transferable license to use such change,
correction, or enhancement solely as part of the Program.
7. Client Modifications
If CLIENT has source code on site, CLIENT modifications are prohibited unless
prior review and approval by TIBURON has been granted for the specific
changes and the person or entity making such changes.
At no additional cost to the CLIENT, TIBURON shall provide updates to the
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627/014084-0008/3225425.1 a02/02/99
TIBURON External Interface ;Software and/or documentation, including all
existing screen formats currently supported by TIBURON, for all legal
requirements or modifications, mandated by NCIC, or the CLIENT's respective
State, when such requirements or modifications require a programming/source
code change to the Licensed Software. Changes mandated or offered by
CLIENT's respective City and/or County are not covered. Changes to State
and/or NCIC protocols are considered outside the scope of this Agreement.
8. Confidential Information
TIBURON shall regard all CLIENT files and data as CLIENT's confidential
information. TIBURON shall not release said data to outside parties without
written consent of CLIENT. To the extent allowed by law, CLIENT shall regard
all software and documentation provided by TIBURON as confidential infor-
mation. CLIENT shall not release or provide access to said software and
documentation to outside parties without written consent of TIBURON.
9. Termination
This Agreement may be terminated by either parry by giving at least a ninety (90)
day advance written notice to the other party.
Upon termination of this Agreement for any reason, the provisions relating to
Confidential Information and License shall survive.
10. Insurance
TIBURON shall, at its own expense, at all times while TIBURON is performing services
at CLIENT's facilities, maintain in force:
a) a comprehensive general liability insurance policy including coverage for
contractual liability for obligations assumed under the contract documents,
blanket contractual liability, products and completed operations and
owner's and contractor's protective insurance; and
b) comprehensive automobile liability insurance policy including owned and
non-owned automobiles.
Liability coverage shall be equal to or greater than the limits for claims made under the
California Tort Claims Act with minimum coverage of $500,000 per occurrence
(combined single limit for bodily injury and property damage claims) or $500,000 per
occurrence for bodily injury and $100,000 per occurrence for property damage. Liability
coverage shall be provided on an "occurrence" basis. "Claims made" coverage will not
be acceptable.
Certificates of insurance acceptable to CLIENT shall be filed with CLIENT prior to the
commencement of any services at CLIENT facilities by TIBURON. Each certificate
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627/014084-0008/3225425.1 .02/02/99
shall provide that coverage under the policy cannot be canceled and restrictive
modifications cannot be made until at least 30 days prior written notice has been given
to CLIENT. A certificate which states merely that the issuing company "will endeavor to
mail" written notice is unacceptable.
11. Amendments
This Agreement may be amended upon mutual written agreement by CLIENT
and TIBURON to include, but not be limited to, additional services and support
and equipment and software replacements and upgrades.
12. Applicable Law
This Agreement shall be construed in accordance with and governed by the laws
of the State in which the CLIENT'S organization is primarily located.
13. Limitation of Liability and Remedies
a) Limited Warranty
While this Agreement is in effect, TIBURON warrants that all computer programs
developed or provided under this Agreement will conform to such applicable
specifications as may be developed under this Agreement.
The above warranty is in lieu of all other warranties, express or implied, including
any warranty of merchant ability or fitness for a particular purpose.
b) Limitation of Damages and Remedy
TIBURON's liability hereunder for damages shall not exceed the annual
maintenance charge paid to TIBURON for the period in which the cause of
action occurred. In no event shall TIBURON be responsible for any indirect,
consequential, incidental, or tort damages.
LICENSOR and CITY agree that damages may result to CITY as the result of
LICENSOR's failure to meet the schedule in regard to the "Go-Live" performance
requirement.
In the event that CITY, in its reasonable and good faith discretion, determines
that an unreasonable delay in meeting LICENSOR's "Go-Live" performance
requirement has occurred which constitutes nonperformance of LICENSOR,
CITY shall provide written notice to LICENSOR of its determination. LICENSOR
shall, within twenty (20) business days of CITY's notice, either (i) cure such
delay; (ii) provide a plan acceptable to CITY to cure the delay; or (iii) provide the
CITY reasonable assurances that such delay shall not constitute
nonperformance of the contract. If LICENSOR fails to cure such delay or
provide a plan or reasonable assurances acceptable to CITY as provided above,
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627/019069-0008/3225425.1 a02/02/99
then, if such delay is due to the nonperformance of LICENSOR and is not due to
the actions or omission of the CITY or events beyond the control of LICENSOR,
LICENSOR agrees that it is and will be impractical to determine the actual
amount of damages resulting from such delay, and LICENSOR will in such
instance pay to CITY liquidated damages in the sum of one hundred dollars
($100) per day for each business day of delay in providing services in
accordance with the Contract Documents, commencing upon the expiration of
the twenty (20) business day period; provided, however that the total period of
all liquidated damages paid to the CITY under the terms of the Contract shall not
exceed one hundred and eighty days (180) or eighteen thousand dollars
($18,000).
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627/014084-0008/3225425.1 a02/02/99
14. Entire Agreement
This Agreement sets forth the entire understanding between the parties as to the
subject matter hereof and merges all prior discussions between them, and
neither party shall be bound by any prior representations, conditions,
understandings, or warranties except for original system warranties or those
expressly provided herein, or in any surviving terms of prior written agreements
between the parties hereto, or in any written agreements signed by
representatives of the parties on or subsequent to the date of this Agreement.
No provision appearing on any form originated by CLIENT shall have any force
or effect unless such provision is expressly accepted in writing and signed by a
representative of TIBURON.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set
forth below.
CLIENT TIBUR N:
Signature of Authorized
Representative
Name (type or print) Name (type or print)
��� r,7�/J 1dJL51 ,��iUi Lcf'/�If✓� j
Title Title
Date Date
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627/014084-0008/3225425.1 a02/02/99
APPENDIX C - SOFTWARE SUPPORT AND MAINTENANCE FEE
CLIENT NAME: City of Palm Springs CONTACT: Jim Runge
Support and Maintenance provided to the CLIENT listed above shall be pursuant to the
terms and conditions of the TIBURON Agreement for Extended Service dated
This Exhibit A shall become part of said Agreement upon signature and shall be effective
to and applies only to the application software and
software modules listed below and will be billed in advance annually, unless otherwise set
forth in Exhibit B. Upon future renewals, there will be an additional charge to those
CLIENT's requiring semi-annual or quarterly invoices.
FROM THE EXHIBIT "C"
Software Module Months CPU Make Model Serial # User Total
License Fees
IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized representatives.
Tiburon, Inc. Client
By:. By:
Craig Nelson (Authorized Signature)
Vice President
Business Development Division Name:
Title:
Date: Date:
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627/014024-0008/3225425.1 a02/02/99
• i
APPENDIX D - SCHEDULE Of= SERVICES AND CHARGES
Basic Services $ per year
TIBURON will provide basic services as defined in the Statement of Work contained
in the Section 2 of the Extended Service Agreement for the software systems as
defined in
Exhibit A.
Support for Computer Aided Dispatch, Message Switch and Jail Management
Systems is 24 hours per day, 7 days per week. Support for other products is from
6:00 a.m. to 5:30 p.m. Pacific Time, excluding weekends and normal TIBURON
holidays, unless the "24/7" Service Option is selected. In all cases, call-out charges
will apply as described below.
"24/7" Service Option $ per year
Products not normally covered by 24-hour support may optionally be supported with
24-hour coverage (including TIBURON holidays). Applicable call-out charges
continue to apply. If this option is not in force, technical support requests outside of
covered hours are charged at technical service rates as defined below.
Prepaid Technical Support Resource Pool $ per
year
A dollar amount is allocated to a Technical Support Resource Pool. The charges for
Technical Support will always be calculated at the TIBURON facility rate and will be
subtracted from this dollar amount as incurred. Any unused portion of this account
is carried over to the next contract year.
Gold Card Service Option $ per year
A total support program is tailored for CLIENT and includes a schedule of on-site
visits by TIBURON personnel for data base management, working with end users to
identify and resolve problems and to apply agreed upon software changes,
installation of new software products obtained through this Agreement, and a
comprehensive training program. (If selected by CLIENT the terms of this option are
defined in the Gold Card Service Schedule will be attached as Exhibit C and
incorporated herein by reference.)
Operations Review included
Tiburon personnel will visit the client site periodically and meet with management,
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627/014084-0008/3225425.1 .02/02/99
! •
operations and other user personnel to conduct an operations review of the systems
and an analysis of the CLIENT's automation requirements. A report will be
produced to include observations and recommendations as regards the use of the
system. Working with the CLIENT, this review will be further documented in the
form of a multi-year automation plan for the CLIENT. There will be no charge for
this service if total annual maintenance exceeds $
Tiburon User Group Membership included
Two voting memberships in the Tiburon User Group are included in Basic Services.
Up to three additional voting memberships may be purchased for $ each.
Technical Service Rates
Technical Services Rates shall be deducted from the Prepaid Technical Support
Resource Pool, or if that option is not available, they shall be invoiced to CLIENT as
incurred.
1. Technical Service Rates
Technical support shall be charged at the following rates:
At TIBURON Facilities: $ per staff hour
At CLIENT Site: $ per staff hour
A minimum of four (4) hours per occurrence will be charged for work conducted at
TIBURON facilities and a minimum of eight (8) hours at CLIENT site for Technical
Services not covered under Basic Services or "24/7" Service Option as described
previously.
2. Materials, Travel and Per Diem Expenses
When applicable, all special materials, plus travel and per diem expenses shall be
charged to CLIENT at cost.
3. Call-Out Charges
For systems not covered under 24/7 support, after normal business hours, call-outs
will be billed at $ per call. After the first hour, the rate if $ per hour with a
two-hour minimum. If CLIENT'S systems are covered under the 24/7 support, the
off-hour call-out fee is only $ .
4. Remote Access
All charges in this Agreement are predicated on CLIENT providing the required
627/014084-0008/3225425.1 .02/02/99 44
w .
0
hardware, software, and operating environment for dial-in service. If CLIENT does
not provide this support for dial-in service, the following additional charge will apply:
$ per month per system supported
In addition, travel and per diem expenses for on-site support required due to lack of
remote access will be charged as defined in Item 1 , page 3, Exhibit B.
Payment Provisions
Payments due under this Agreement shall be made based on invoices submitted in
advance on an annual basis for Basic Services and Options or as incurred for
miscellaneous expenses.
Charges provided for in this section may be altered by TIBURON annually on the
anniversary date of the Agreement by giving a 90-day advance written notice of
such changes.
The amount of any tax, license, or permit fees, but not including taxes on income,
that may be imposed or levied upon this Agreement, the transaction, or the
materials or services delivered hereto, shall be added to each invoice and paid by
CLIENT in addition to the amounts shown above.
CLIENT shall pay each invoice within 45 days of receipt thereof.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized representatives.
Tiburon, Inc. Client
Authorized Signature Authorized Signature
Name Name
Title Title
Date Date
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627/olAoe4-0008/3225425.1 a02/02i99
PERFORMANCE • • LIBERTY
BOND BOND SERVICES
Bond Number: 23-002-237
KNOW ALL MEN BY THESE PRESENTS,that we Tiburon, Inc.
, as Principal (the"Principal"), and Liberty Mutual Insurance Company, a mutual company duly organized under the laws of the
Commonwealth of Massachusetts, as Surety (the"Surety"), are held and firmly bound unto
City of Palm Springs
as Obligee'(the"Obligee"), in the penal sum of
Seven Hundred Three Thousand
One Hundred Ninety Six and No/100 - - - - - - - - - Dollars ($703,196.00 ),
for the payment of which sum well and truly to be made, the Principal and the Surety, bind ourselves, our heirs, executors,
administrators,successors and assigns,jointly and severally,firmly by these presents.
WHEREAS,the Principal has by written agreement, dated February 8 19 99 entered into a contract
(the"Contract"')with the Obligee for
Computer Assisted Public Safety System
which Contract is by reference made a part hereof.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall promptly and faithfully
perform the Contract, then this obligation shall be null and void; otherwise it shall remain in full force and
effect.
PROVIDED AND SUBJECT TO THE CONDITIONS PRECEDENT:
1. Whenever the Principal shall be, and be declared by the Obligee to be in default under the Contract, the Obligee having
performed the Obligee's obligations thereunder, the Surety may promptly remedy the default, or shall promptly:
1.1 Compete the Contract in accordance with its terms and conditions, or
1.2 Obtain a bid or bids from alternative contractors to complete the Contract in accordance with its terms and
conditions,--and -pon determination by the Surety of the lowest responsible bidder, or if the Obligee elects, upon
determination by-the Obligee and the Surety jointly of the lowest responsible bidder, arrange for a contract between such
bidder and the,Obligee, and make available as work progresses (even though there should be a default or a succession
of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of
completion less the balance of the contract price; but not exceeding, including other costs and damages for which the
Surety may be liable hereunder, the amount set forth in the first paragraph of this bond. The term "balance of the
contract price," as used in this paragraph, shall mean the total amount payable by the Obligee to the Principal under the
Contract and any amendments thereto, less the amount properly paid by the Obligee to the Principal.
2. Notwithstanding any other provision of this bond or the Contract, or otherwise,the Surety is not responsible for and shall
not be held liable to the Obligee for any hazardous waste removal and the Surety shall not be held liable to, or in any
other respect be responsible to,the Obligee by way of indemnity, claims or otherwise, or to any public authority or to any
other person, firm or corporation, for or on account of any fines or claims by any public authority or for bodily injuries or
property damage to any person or thing, including, but not limited to, injury or damage due to the release or threat of
release of hazardous substances of any kind or damage to real estate or to the environment or clean-up costs or other
damages of whatever kind or nature arising out of any act of commission or omission by the Principal, the Principal's
agents, servants, employees, subcontractors or suppliers or any other person in connection with the performance of the
Contract. This limitation applies regardless of when any such fine is assessed, claim is made, or injury, damage, release
or threat of release occurs and without regard to any term or condition of the Contract.
LBS-5100 8/94 Rev.
3. The Suretyhereby waives notice of an alteration or extension'of time made by the Obligee.
Y Y
4. Any suit under this bond must be instituted before the expiration of two (2) years from the date on which the Principal
ceased to work on the Contract. If the provisions of this paragraph are void or prohibited by law, the minimum period of
limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.
5. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named
herein or the heirs, executors, administrators or successors of the Obligee.
6. Any claims must be presented in writing to Liberty Mutual Insurance Company, to the attention of Liberty Bond Services,
Claim Department, 600 W.Germantown Pike, Plymouth Meeting, PA 19462.
Signed and sealed this 31st day of March , 19 _.
WITNESS OR ATTEST:
Tiburon, Inc. (Seal)
Principal -
i
By:
Name: CIAKy 'r 13UNyA4P
Title: cH1EF 6PERAf/n15 awFr6¢F
LIBERTY MUTUAL INSURANCE COMPANY (Seal)
Surety
Attorne -In-Fact Cy A. RyMl - -_
LBS-51 00S', 8/94 Rev.
PAYMENT * _
BOND LIBERTY
Bond Number:
23-002-237 BOND SERVICES'
KNOW ALL MEN BY THESE PRESENTS,that we Tiburon, Inc.
, as Principal (the "Principal"), and Liberty Mutual Insurance Company, a mutual company duly organized under the laws
of the Commonwealth of Massachusetts, as Surety (the "Surety"), are held and firmly bound unto
City of Palm Springs
as Obligee (the"Obligee"), in the penal sum of
Seven Hundred Three Thousand
One Hundred Ninety Six and No/100 - - - - - - - - - Dollars ($ 703,196.00 )
for the payment of which sum well and truly to be made, the Principal and the Surety, bind ourselves, our heirs,
executors, adfnihistrators, successors and assigns,jointly and severally, firmly by these presents.
WHEREAS,the Principal has by written agreement dated February 2 19 99—, entered into a contract
(the "Contract") with the Obligee for
Computer Assisted Public Safety System
which Contract is by reference made a part hereof.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall promptly make
payment to all Claimants, as hereinafter defined, for all labor and material used or reasonably required for use in the
performance of the Contract,then this obligation shall be null and void;otherwise it shall remain in full force and effect.
PROVIDED AND SUBJECT TO THE CONDITIONS PRECEDENT:
1. A "Claimant" is defined as one having a direct contract with the Principal or with a subcontractor of the Principal for
labor, material, or both, used or reasonably required for use in the performance of the Contract, labor and material
being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of
equipment directly applicable to the Contract.
2. The Principal and the Surety hereby jointly and severally agree with the Obligee that every Claimant, who has not
been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such
Claimant's work or labor was done or performed, or materials were furnished by such Claimant, may sue on this
bond for the use of such Claimant, prosecute the suit to final judgment for such sum or sums as may be justly due
Claimant, and have execution thereon. The Obligee shall not be liable for the,payment of any costs or expenses of
any such suit.
3. No suit or action shall be commenced hereunder by any Claimant:
(a) Unless Claimant, other than one having a direct contract with the Principal, shall have given written notice to the
Principal and the Surety within ninety(90) days after such Claimant did or performed the last of the work or labor,
or furnished the last of the materials for which said claim is made, stating with substantial accuracy the amount
claimed and the name of the party to whom the materials were furnished, or for whom the work or labor was
done or performed. Such notice shall be served by mailing the same by registered mail or certified mail, postage
prepaid, in an envelope addressed to the Principal or the Obligee at any place where an office is regularly
maintained for the transaction of business, or in any manner in which legal process may be served in the state in
which the aforesaid project is located, save that such service need not be made by a public officer, and to the
Surety to the attention of Liberty Bond Services, Claim Department, 600 W. Germantown Pike, Plymouth
Meeting, PA 19462.
(b) Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state
in which the project, or any part thereof, is situated, or in the United States District Court for the district in which
the project, or any part thereof, is situated, and not elsewhere.
LBS-5200
8/94 Rev.
(c) After the expiration of one (1) year following the date on which Principal ceased work on the Contract. If the
provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties
as a defense in the jurisdiction of the suit shall be applicable.
4. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith
hereunder, inclusive of the payment by the Surety of mechanics' liens which may be filed of record against such
improvement,whether or not claim for the amount of such lien be presented under and against this bond.
Signed and sealed this 31st day of March 19 99
WITNESS OR ATTEST:
Tiburon, Inc. -(;Seal)
Principal
By: 1, d
Name: c aay T. SvnlyA¢,D
Title: eltlep p?gKk-rlh44 oFGIcEK
LIBERTY MUTUAL INSURANCE COMPANY (Seal)
S®r,,y-l+,-FaStac
B '
y A. F1
LBS-5200
8/94 Rev.
* THIS POWER OF ATTORNEY IS NOT V UNLESS IT IS PRINTED ON RED BACKGRf D.
This Power of Attorney limits the act of those named herein, and they have no authority to bind the Company except in the
manner and to the extent herein stated.
LIBERTY MUTUAL INSURANCE COMPANY
BOSTON, MASSACHUSETTS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS: That Liberty Mutual Insurance Company (the "Company"), a Massachusetts
mutual insurance company, pursuant to and by authority of the By-law and Authorization hereinafter set forth, does hereby name,
constitute and appoint, MELISSA C. JONES, JUDY M. AUSTIN, STACY A. FLYNN, JANETTE L. McWILLIAMS,
EDWARD M. THOMPSON,ALL OF THE CITY OF IPORTLAND, STATE OF OREGON ....... ... ..... . . .... . .. . . . ..
..... ... ..... ..... .. ........ .... . .. ............. ..... ..... ..... ........... . ... .. . ... .... .. ........ ....... ..
..... .................... ... ................. ... .... . .. .. . .... . ................. ... .... .......... ........ ..
..... ..... ..... .... ........ ... ........ ..... .. ... .. .... ....... ......... ... ....... ... ............. . ..........
.. ...... .. . .. .. ........... ....... ..... ..... .. ..... . ......... ..... ... ..... ..... .............. ......... . . . . ...
each individually if there be more than one named, its true and lawful attorney-in-fact to make, execute, seal, acknowledge and deliver,for and on its
behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations in the penal sum not exceeding
FORTY MILLION**************************************** DOLLARS ($ 40,000,000*********") each, and the execution of such bonds or
undertakings, in pursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by m
,,..; the secretary of the Company in their own proper persons. 'D
,y to
O That this power is made and executed pursuant to and by authority of the following By-law and Authorization: a
C. c:
-a ARTICLE XVI-Execution of Contracts:Section 5.Surety Bonds and Undertakings. Tq
Y Any officer or other official of the company authorized for that purpose in writing by the chairman or the president, and subject to such ,
m.0) limitations as the chairman or the president may prescribe, shall appoint such attorneys-in-fact, as may be necessary to act in behalf of the
,p a company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety c
obligations. Such attorne s in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the
_� 9 Y - 1 p P Y�
a cc company by their signature and execution of any such instruments and to attach thereto the seal of the company. When so executed such — C)m pf instruments shall be as binding as if signed by the president and attested by the secretary. v F,
«U M By the following instrument the chairman or the president has authorized the officer or other official named therein to appoint attorneys-in-fact: y LU
0—
y > Pursuant to Article XVI, Section 5 of the By-laws, Assistant Secretary Garnet W. Elliott is hereby authorized to appoint such attorneys-in-fact o E
m as may be necessary to act in behalf of the company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, .-p
O bonds,recognizances and other surety obligations. Q ra
O 0
.y That the By-law and the Authorization above set forth are true copies thereof and are now in full force and effect.
0a) do
IN WITNESS WHEREOF, this instrument has been subscribed by its authorized officer and the corporate seal of the said Liberty Mutual Insurance 3 m
O Company has been affixed thereto\in Plymouth Meeting, Pennsylvania this 24th day of April ' 19 98 0 E
C m ,r/
Isa NQ
r (, LIBERTY MUTUAL INSURANCE COMPANY
i B Y �FM�G� (N, O C
"i.,O- Garnet W.Elliott,Assistant Secretary P 0),
O C L
Ed COMMONWEALTH OF PENNSYLVANIA ss >�
,OF m COUNTY OF MONTGOMERY - o
d d.
UZOE
On this 24th day of April A,D 19 98 , before me, a Notary Public, personally came the individual, known to ��me to be the thereindescribed individual and officer of Liberty Mutual Insurance Company who executed the preceding instrument, and he acIt owled- E Nged that he executed the same and�that the seal affixed to the said preceding instrument is the corporate seal of_said company;and that said corporate 4=Mseal and his signaturestmsc[ibeo thereto was duly affixed and subscribed to the said instrument by authority and direction of the said company. O o.,,.n,,`--'-
U,-
IN TESTIMONY VYtHEREOF I hereunto set mil-y hand and affix my official seal at Plymou Meeting, P/p,the d�year first above written. O to
- _ (7� I- r
t'A,, IN sr- I � �
n� Notary Public _
`�` "CERTIFICATE
I, the undersigned,.Assstent Secretary of Liberty Mutual Insurance Company, do hereby certify that the original power of attorney of which the
foregoing is a full,true and correct copy, is in full force and effect on the date of this certificate;and I do further certify that the officer who executed the
said power of attorney was one of the officers specially authorized by the chairman or the president to appoint any attorney-in-fact as provided in Article
XVI,Section 5 of the By-laws of Liberty Mutual Insurance Company.
This certificate may be signed by facsimile under and by authority of the following vote of the board of directors of Liberty Mutual Insurance
Company at a meeting duly called and held on the 12th day of March, 1980.
VOTED that the facsimile or mechanically reproduced signature of any assistant secretary of the company wherever appearing upon a certified
copy of any power of attorney issued by the company, shall be valid and binding upon the company with the same force and effect as
though manually affixed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said company, this 3ISt day of
March 19 99
gFqF��rrss��sistant"e�aetary
THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTI �AFTER April 24 ,20 00
CALIFORNIA
nT
ALL-PURPOSE
ACKNOWLEDGEMENT
STATE OF CALIFORNIA
COUNTY OF
On LAA /c,,cA before me'
DATE
NAME,TITLE OF OFFICER-E.G., "JANE D@E, NOTARY PUBLIC"
personally appeared,
personally known tome (or proved tome on the basis of satisfactory evidence)to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/
they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument.
0 'A"A"A 'T'VER'
cCTA. #7077049 LL NOTARY PUBLIC-CALIFORNIA
WITNESS my hand and official seal. e, ALAMEDA COUNTY
My Comm.Exp.Nov.5,1999
(SEAL)
q4TA4RY'PUB tfC SIGNATURE
OPTIONAL INFORMATION
TITLE OR TYPE OF DOCUMENT -RC r-Vo MF1)nc C-
DATE OF DOCUMENT Q JE\ ICIC
i - NUMBER OF PAGES
SIGNER(S)OTHER THAN NAMED ABOVE